SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): APRIL 7, 2005
---------------------
CATUITY INC.
(Exact name of registrant as specified in its charter)
<Table>
DELAWARE 000-30045 38-3518829
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2711 E. JEFFERSON AVE.
DETROIT, MICHIGAN 48207 (313)-567-4348
(Address of principal (Registrant's telephone number,
executive offices) including area code)
</Table>
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions.
( ) Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
( ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
( ) Pre-commencement communications pursuant to Rule 14d-2(b), under the
Exchange Act (17 CFR 240.14d-2(b))
( ) Pre-commencement communications pursuant to Rule 13e-4(c), under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD
On April 4, 2005, the Nasdaq staff (the "Staff") notified Catuity Inc. (the
"Company") that it had determined that, for the period ended December 31, 2004
the Company was out of compliance with Nasdaq Marketplace Rule 4310(c)(2)(B)
(the "Nasdaq Rule") for continuous listing on the Nasdaq SmallCap Market. The
Nasdaq Rule requires Nasdaq SmallCap Market companies to maintain a minimum of
$2,500,000 in stockholders' equity, or $35,000,000 market value of listed
securities, or $500,000 of net income from continuing operations for the most
recently completed fiscal year or two of the three most recently completed
fiscal years in order to maintain the listing of their securities on the Nasdaq
SmallCap Market. The Staff intends to review the Company's eligibility for
continued listing and has requested the Company provide a specific plan by April
19, 2005, demonstrating the Company's ability to achieve and sustain compliance
with all of the Nasdaq SmallCap Market continuous listing requirements.
Catuity is in compliance with all of Nasdaq's seven continuous listing
requirements except the requirement to maintain either $2,500,000 in
stockholders' equity, or $35,000,000 market value of listed securities, or have
$500,000 of net income in 2004 or in two of its past three fiscal years.
Catuity intends to submit a definitive plan on or before April 19, 2005 that
will demonstrate the Company will both initially achieve, and subsequently
sustain, at least $2,500,000 in stockholders' equity to regain compliance and
will continue to sustain compliance with each of the other Nasdaq SmallCap
Market continuous listing requirements. On March 17, 2005, the Company announced
that it had signed an agreement to purchase all of the outstanding shares of
Loyalty Magic Pty. Ltd., an Australian company located in Melbourne for A$5.5
million ($4.35 million USD based on the foreign exchange rate in effect on the
day before the announcement of the agreement). Catuity is currently preparing a
proxy statement to seek shareholder approval for the acquisition and to issue
shares of the Company's stock in order to complete the acquisition. Completion
of the acquisition and the related issuance of stock will achieve and sustain
its stockholders' equity at a level above the $2,500,000 Nasdaq SmallCap Market
requirement for continuous listing.
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CATUITY INC.
(Registrant)
By /s/ John H. Lowry
-----------------------------------
John H. Lowry
Senior Vice President,
Chief Financial Officer & Secretary
Date: April 7, 2005
2